EXHIBIT 8.1
[LETTERHEAD OF ALLEN MATKINS LECK GAMBLE & MALLORY LLP]
January 30, 2002
Anworth Mortgage Asset Corporation
1299 Ocean Avenue
2nd Floor
Santa Monica, California 90401
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special tax counsel to Anworth Mortgage Asset Corporation,
a Maryland corporation (the "Company"), in connection with the preparation of
the Company's Registration Statement on Form S-3, to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933 (the "Securities Act") on or about January 30, 2002 (together with all
exhibits thereto, the "Registration Statement"), relating to the resale (the
"Resale") of up to 500,000 shares of the Company's Common Stock par value $.01
per share (the "Common Stock"). Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Registration
Statement.
In formulating our opinion herein, we have reviewed the Registration
Statement and such certificates, including the officer's certificate from the
Company dated the same date as this letter (the "Officer's Certificate"),
records, and other documents, and statutes, rules, and regulations as we have
deemed necessary or appropriate as a basis for the opinions set forth below. In
conducting such review for purposes of rendering our opinions, we have not
conducted an independent investigation of any of the facts set forth in the
Registration Statement, the Officer's Certificate, or any other documents,
records, or certificates, and have relied upon the Company's representations
that the information presented in such documents, records, or certificates or
otherwise furnished to us accurately represent and completely describe all
material facts relevant to our opinions herein, and upon the authenticity of
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies or by facsimile
or other means of electric data transmission or which we obtained from the
Commission's Electronic Data Gathering Analysis and Retrieval System ("EDGAR")
and other sites on the internet, the genuineness of all signatures and the legal
capacity of all natural persons. No facts have come to our attention, however,
that would cause us to question the accuracy and completeness of such facts or
documents in a material way. We have also relied upon the opinion of Piper
Marbury Rudnick & Wolfe LLP, Baltimore, Maryland, dated January 30, 2002, with
respect to all matters of Maryland law.
In rendering this opinion we have assumed that (i) the transactions
described in or contemplated by any of the aforementioned documents have been or
will be consummated in accordance with the operative documents, (ii) the Company
has been and will continue to be
[LETTERHEAD OF ALLEN MATKINS LECK GAMBLE & MALLORY LLP]
Anworth Mortgage Asset Corporation
January 30, 2002
Page 2
organized and operated in the manner described in the Officer's Certificate, the
Registration Statement, and the other relevant documents referred to above, and
(iii) there will be no changes in the applicable laws of the State of Maryland,
the Internal Revenue Code of 1986, as amended (the "Code"), the regulations
promulgated thereunder by the Treasury Department (the "Treasury Regulations"),
and the interpretations of the Code and Treasury Regulations by the courts and
the Internal Revenue Service ("IRS"), all as they exist on the date of this
letter. Any material change that is made after the date hereof in any of the
foregoing bases for our opinions could affect our conclusions.
Based upon and subject to the foregoing, we are of the opinion that the
Company has been organized and operated in conformity with the requirements for
qualification as a real estate investment trust ("REIT") under the Code for its
taxable years ended December 31, 1998 through December 31, 2000, and the
Company's contemplated method of operations, as described in the Registration
Statement, will enable it to satisfy the requirements for such qualification for
its taxable year ending December 31, 2001, and each taxable year thereafter.
The Company's qualification as a REIT under the Code will depend upon the
Company's ability to meet, through actual operating results, the applicable
asset composition, source of income, stockholder diversification, distribution
and other requirements of the Code and Treasury Regulations necessary for REIT
qualification. We will not review such operating results and, accordingly, no
assurance can be given that the actual results of the Company's operations for
any one taxable year will satisfy the requirements for REIT qualification or
will be consistent with the representations made to us with respect thereto.
Moreover, there can be no assurance that the courts or the IRS will agree with
this opinion.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required by Section 7 of the Securities
Act or the rules and regulations promulgated thereunder by the Commission.
[LETTERHEAD OF ALLEN MATKINS LECK GAMBLE & MALLORY LLP]
Anworth Mortgage Asset Corporation
January 30, 2002
Page 3
Other than as expressly stated above, we express no opinion on any issue
relating to the Company or to any investment therein, or under any other law.
This opinion is intended for the exclusive use of the Company in connection with
the Resale and may not be used, circulated, quoted or relied upon for any other
purpose without our prior written consent. This opinion is expressed as of the
date hereof, and we disclaim any undertaking to advise the Company or any other
person of any subsequent changes in the matters stated, represented, or assumed
herein or any subsequent changes in applicable law.
Respectfully submitted,
/s/ Allen Matkins Leck Gamble & Mallory LLP
Allen Matkins Leck Gamble & Mallory LLP